| Conserver Corporation of America | |||
| Ticker: | RIPE | 2655 Lejeune Road, Suite 535 | |
| Exchange: | NASDAQ-Small Cap Market | Coral Gables, FL 33134 | |
| Industry: | Agricultural (SIC Code 0723) | (305) 444-3888 | |
| Type of Shares: | Common Shares | Filing Date: | 11/21/96 | |
| U.S. Shares: | 2,200,000 | Offer Date: | 6/6/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $6.00 | |
| Primary Shares: | 2,200,000 | Offer Price: | $5.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.43 | |
| Offering Amount: | $13,200,000 | Selling: | $0.21 | |
| Expenses: | $705,000 | Reallowance: | $0.10 | |
| Shares Out After: | 6,385,404 |
| Manager | Tier | Phone |
| Janssen-Meyers Associates | Lead Manager |
| Issuer's Law Firm: | Parker Duryee Rosoff & Haft |
| Bank's Law Firm: | Orrick, Herrington & Sutcliffe |
| Auditor: | Eisner, Richard A. |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 2/28/97 | 2/28/97 | 2/28/97 | |||
| Revenue: | $0.00 | $0.00 | Assets: | $2.16 | |
| Net Income: | -$2.65 | -$1.26 | Curr Assets: | ||
| EPS: | -$0.26 | Liabilities: | $1.83 | ||
| Prior EPS: | -$0.71 | Curr Liabilities: | |||
| Cash Flow/Oper: | -$1.05 | Equity: | $0.32 | ||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company has licensed the exclusive right to import, promote, distribute, market and sell Conserver 21(tm) to commercial users in the United States and Canada through May 2005, subject to extension. The company believes, and independent laboratory tests have demonstrated, that Conserver 21 retards the spoilage of perishable fruits, vegetables and flowers, lengthens their post-harvest life and reduces shrinkage during transport and storage for a longer period of time than any other currently utilized technique. This results in fresher, higher quality fruits, vegetables and flowers for the consumer. |
| Business Plan |
| The key elements of the company's strategy are: (I) Market Opportunities, (ii) Initial Market Entry, (iii) Price, (iv) Branded Service and (v) Future Opportunities. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for direct and collaborative marketing and distribution, Converser 21 inventory purchases, end-of-season fruit purchasers, research and development, storage and sales, possible investment in non-U.S. manufacturing facilities, repayment of indebtedness and working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Charles H. Stein | 23.80% | 15.70% |
| Jasmine Trustees Ltd. | 11.90% | 7.80% |
| Brian J. Bryce | 11.90% | 7.80% |
| James V. Stanton | 8.90% | 6.00% |
| Jay M. Haft | 7.80% | 5.20% |
| Dori Kallan, Daniel Kallan and Joshua Kallan as joint tenants | 7.10% | 4.70% |
| Officer Name | Title | Age |
| Charles H. Stein | Chairman, President and Chief Executive Officer | 65 |
| Douglas C. Rice | Executive Vice President - Chief Operating Officer | 53 |
| Miles R. Greenberg | Senior Vice President - Finance, Treasurer and Chief Financial Officer | 40 |
| James V. Stanton | Vice Chairman and Director | 65 |
| Gerald M. Breslauer | Vice President - Administration and Secretary | 60 |
| Jeffrey H. Berg | Vice President - Research and Development | 53 |
| Michael Stanton | Vice President - Special Projects | 23 |